Interim Results & Full Year Update

23 September 2019

XLMedia PLC

("XLMedia" or the "Group" or the "Company")

Interim results for the six months ended 30 June 2019 and full year update

XLMedia (AIM: XLM), a leading provider of digital performance marketing services, announces its unaudited interim results for the six months ended 30 June 2019.

Financial highlights1

·; Revenues of $42.5 million (H1 2018: $47.2 million)

·; Gross profit of $28.8 million (H1 2018: $31.7 million)

·; Adjusted EBITDA2  of $18.6 million (H1 2018: $21.6 million)

·; Profit before tax of $13.8 million (H1 2018: $17.6 million)

·; Stable earnings per share of $0.06 in volatile market conditions 

·; Interim dividend of $5.8 million or 3.1584 cents per share (H1 2018: 3.0040 cents per share) - maintaining the Group's progressive dividend policy

·; Strong balance sheet with $43.1 million of cash and short-term investments at 30 June 20193

Operating highlights

·; Continued diversification of assets underpinned by record performance from the Group's personal finance division, now representing 14% of Group revenue (H1 2018: 7%)

·; US gambling market continues to develop positively

o The Company's subsidiary, XLMedia US Limited, was accepted last week as an authorized Gaming Service Provider by the Pennsylvania Gaming Control Board for online advertising of online sports betting and casino brands in the state of Pennsylvania

o Currently implementing ongoing organic investment programme while developing the Group's presence and existing assets for this market

·; Execution of strategy to focus on higher margin publishing activities and discontinue some of the media activities. In August the Company announced the sale of the Group's mobile apps marketing subsidiary;

·; Industry wide regulatory headwinds continue to be felt in 2019. Key Swedish, German, UK and Swiss markets creating near term challenges for the Group, specifically;

o Newly regulated

§ New gambling regulation in Sweden impacting both volumes and customer sign ups - the Group believes the market will stabilise in the mid-term, but revenues from this market may not return to previous volumes in the midterm. So far the decrease is 23% as the market adjusts to the new regulatory framework

§ New regulatory regime of the Swiss online casino market resulting in many operators exiting the market, including most of the Group's existing clients in the region

o Ongoing regulation - Evolving UK regulatory landscape continues to put pressure on revenues

o To be regulated - German regulatory uncertainty within the online casino market - decreased our revenues by 36% in this market

·; Announced the appointment of Stuart Simms as Chief Executive Officer on 29 July 2019, effective 2 October 2019, with Ory Weihs remaining on the Board as a Non-executive Director of the Company

Trading update

·; Despite underlying trading in the first half year stabilising, regulatory headwinds highlighted above continue to create trading uncertainty for the Group which has led to weaker-than-expected performance in July and August

·; The combination of this performance and a slowdown in the Group's acquisition activity this year, alongside reviewing all strategic investments, means the Board is today revising market guidance for the year ended 31 December 2019

·; The Board now expects the Group to deliver revenues of circa US $80 million and adjusted EBITDA to be circa US $34 million, for the year ending 31 December 2019

Ory Weihs, Chief Executive Officer of XLMedia, commented:

"This year has proven to be challenging for both XLMedia and the industry as a whole, as the gaming industry changes and regulates. However, this does result in the Group having greater visibility, more sustainable revenues and stable earnings. Whilst we expect this disruption to continue in the midterm, we remain committed to our stated strategy, focusing on publishing. We continue to diversify our asset base, specifically developing our US gambling strategy and the personal finance sector, in which we continue to make good progress with this sector now accounting for 14% of the Group's revenues. 

"As my last address as CEO of XLMedia, I would like to wish Stuart every success and firmly believe that with the support of the Board and management team he will lead the business back to sustainable growth."

A webcast of our results presentation will be available on our website later this week at the following link: https://www.xlmedia.com/investor-relations/webcasts/

The information contained within this announcement (the "Announcement") is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

For further information, please contact:

Strategy

The Group has started the year with stabilised rankings to our major assets, however, regulatory headwinds have slowed progress and delayed expected recovery of performance in some of our markets, mainly as gambling operators cease their activities in certain markets or are limiting the deposits they can accept from players.

Although regulation has had a negative impact on performance, we do believe that in the medium and longer term it provides sustainable opportunities for XLMedia, as we leverage our strong asset base, vast experience, know how and advanced unique technology which positions XLMedia as a top publishing group in the gaming sector.

Going forward we will continue our focus on publishing, and focus on diversifying our investments in the following:

·; Pursuit of growth opportunities in North America to both build and develop a comprehensive portfolio of online assets for the US gambling market

·; Continue developing the Group's core technology to retain competitive advantage

·; Ongoing expansion of the Group's publishing portfolio in other regulated European gambling markets

·; Seeking to acquire earnings accretive publishing assets, leveraging benefits of scale and technology

All new sites being developed will help bolster the Group's asset base, expanding and enhancing its existing geographical footprint.

The Group started the year with the strategic decision to focus on publishing and discontinue some of its media activities. As a result, in August 2019 the Group announced the sale of Webpals Mobile Ltd ("Mobile"), the Group's subsidiary which was focused on the promotion of apps which are not in the Group's core verticals of gambling and personal finance.

Under the terms of the agreement, Mobile repaid $1.9 million of inter-company balances to the Group on completion of the transaction. There will be a final settlement to be made based on the assets and liabilities of Mobile as at completion following the preparation of final accounts. In 2018, Mobile delivered nil contribution at EBITDA level. The net proceeds from the sale will be used by the Group in the furtherance of its strategy of developing its publishing assets.

Regulation

As previously disclosed, the Group has seen a number of regulatory headwinds, namely new gambling legislation in Sweden currently impacting all market participants and uncertainty within the online German casino sector with brands pausing activity. The Swiss market has also slowed significantly following the adoption of a new regulatory regime which has significantly limited the number of online licenses. The UK regulatory landscape continues to evolve with ongoing downward pressure on revenues remaining. Despite this, strong online ranking across key sites, including freebets.com, remains.

Ongoing regulation

United Kingdom

Increased compliance demands on operators, including more stringent age verification and Know-Your-Customer rules, continue to slow down our conversion rate for new depositing customers across a number of our gambling clients. As of April 2019, the UK online casino tax has increased from 15% to 21%. Despite our rankings remaining high, the Group has experienced an impact on ARPU (average revenue per user).

Europe - other countries

The Group continues to seek opportunities to expand its presence in other European countries which have already undergone regulation, affording the Group greater visibility of market conditions and quality of earnings.

To be regulated

Germany

The German online casino market remains in a state of flux with regulatory uncertainty around online casino activity. Some clients continue to operate as usual while others have paused all activity in the market. 

Newly regulated

United States

The US market continues to present a mid to long term opportunity as the number of States in various stages of regulating sports betting continues to grow, with very few, including New Jersey and Pennsylvania, which are already live. The Company's subsidiary, XLMedia US Limited, was last week accepted as an Authorized Registered Gaming Service provider by the Pennsylvania Gaming Control Board for online advertising of online sports betting and casino brands in the state of Pennsylvania. The Company remains committed to investing US $7 million over the next three years.

Sweden

At the start of 2019, a new regulatory regime became effective in Sweden, requiring casino operators in Sweden to apply for a license from the Swedish Gambling Authority ("SGA"). This change was followed by the introduction of tough monitoring and sanctioning by the SGA of licensed operators, affecting conversion rates and overall performance, causing uncertainty in the market.

These changes will undoubtedly take time to bed down, and the short term impact has been lower than expected player values overall, and some operators struggling. 

Switzerland

A new gambling regulatory regime came into effect in Switzerland in January 2019. Under the new regime, licenses for online gambling are only granted to a limited number of operators, mainly consisting of existing land-based casino operators. As a result, most of our customers have exited the market, negatively affecting the Group's performance in the market.

General Regulation

The Group continues to monitor regulations worldwide, responding to changing regulatory environments and new compliance needs in the gambling advertising sector. The Group aims to continue to build its asset portfolio across regulated markets globally in both the gambling and personal finance sectors, by investing in developing assets organically and acquiring selected targets.

Financial review

The financial performance reflects continued operations excluding discontinued media activities following strategic decision to focus on higher margin publishing activities and discontinue some of the media activities.

In the six months ended 30 June 2019, the Company delivered revenues of $42.5 million (H1 2018: $47.2 million) and adjusted EBITDA of $18.6 million (H1 2018: $21.6 million).

The first half of 2019 was impacted by the regulatory trends and other operational issues which resulted in revenues of $42.5 million, a decrease of 10% compared to the same period last year. The decrease is from the Group's core gaming activity affected by regulatory headwinds, for example new regulation in Sweden which impacted more than expected and the revenues in this territory decreased 23%. The Group's revenues from its personal finance assets in H1 2019 increased to $6.0 million or 14% of the Group's revenues (H1 2018: $3.1 million, 7%).

Gross profit was $28.8 million or 68% of revenues, representing a 1% increase compared to the same period last year (H1 2018: $31.7 million, 67%). High gross margins reflect the Group's strategic decision to focus on its publishing activities.

Operating expenses during the first six months of the year were $14.5 million, an increase of 6% compared to the same period last year (H1 2018: $13.6 million). The increase is mainly from increased general and administration costs relating to changes in management and increased amortization of capitalized R&D costs.

Operating expenses include the first implementation of IFRS 16 - a new accounting principle which requires a lessee to recognise assets and liabilities for leases with a term of more than 12 months. As a result, the Group recorded increased amortization expenses of $0.7 million, increased financing expenses of $0.9 million and reduced rent expenses of $0.7 million.

Operating expenses included $0.7 million of research and development expenses, similar to the same period last year. These expenses are in addition to investments in technology and internal systems developed during the period of $4.1 million (H1 2018: $4.3 million). Total R&D spend together with capitalised costs was $4.8 million compared to $5.8 million in H1 2018. We see technology as a key driver to increasing revenues and profit for the coming years, and the majority of the spend is invested for future business development.

Adjusted EBITDA4 reached $18.6 million or 44% of revenues, reflecting a decrease of 14% relative to the same period last year (H1 2018: $21.6 million, 46%).

As a result of the reduced revenues and gross profit as compared to the same period last year, profit before tax decreased by 22% to $13.8 million (H1 2018: $17.6 million). Net income for the period was $12.2 million, reflecting a decrease of 14% (H1 2018: $14.1 million). Net income included Income from discontinued operations5 of $0.08 million and non-controlling interest of $0.4 million.

As at 30 June 2019 we had $43.1 million of cash and short-term investments compared to $43.7 million as at 31 December 2018. The cash amount included $3.0 million within Mobile classified as assets held for sale in the balance sheet, and which was later settled prior to the disposal of Mobile.

Current assets as at 30 June 2019 were $55.5 million (31 Dec 2018: $60.0 million). Assets held for sale6 were $6.2 million (31 Dec 2018: $9.3 million) and non-current assets were $138.0 million (31 Dec 2018: $127.2 million). The increase in non-current assets of $10.0 million is attributed to the implementation of IFRS 16 as at 1 January 2019 as mentioned above.

Total equity as at 30 June 2019 was $161.5 million, or 81% of total assets (31 Dec 2018: 85%). During H1 the Company executed its buyback programmes and bought shares in a total amount of $9.7 million. Also, during H1 we repaid $1.4 million of bank loans and recognized a lease liability of $1.7 million (IFRS 16 - see explanation above). The strong balance sheet combined with cash and short-term investments of $43.1 million ensures the Group is well positioned to continue to execute its strategic plan.

Dividend, Share Buyback & Tender Offer

On 18 December 2018, the Company instigated a share buyback programme with repurchased shares being held in treasury. To date, the Company has purchased 13.5 million shares for an aggregate sum of $10.8 million.

In addition, the Company further capitalised on its strong cash position, and highly cash generative business model by completing a £15.7 million Tender Offer in August 2019, acquiring 19.7 million Ordinary Shares at 80 pence per share. The repurchased shares are held in treasury and the number of Shares in issue carrying voting rights reduced accordingly.

The Board is declaring an interim dividend of $5.8 million or 3.1584 cents per share, to be paid in Pound Sterling 2.5328 pence per share 1 November 2019 to shareholders on the register at 4 October 2019. The ex-dividend date is 3 October 2019.

Board changes

On 29 July 2019, the Company announced the appointment of Stuart Simms as Chief Executive Officer with effect from 2 October 2019. Ory Weihs will continue in his role as Chief Executive Officer until Stuart's arrival and thereafter will remain a supporter of the business through his role on the Board as a Non-executive Director of the Company. Stuart has been working closely with Ory to ensure an orderly hand-over of responsibilities whilst conducting a full review of the business.

Stuart has significant experience in technology companies, and specifically the performance marketing sector, and joins having previously held several Board and senior executive positions, including as Chief Executive Officer of Rakuten Marketing ("Rakuten"), one of the world's largest performance marketing companies with revenues in excess of $1 billion. During his tenure at Rakuten, Stuart oversaw a substantial transformation and re-structuring of the business, resulting in a return to growth. Stuart implemented a clear strategy to utilise inhouse technology and integrate acquisitions, accelerating both revenue and profit growth.

Outlook

As highlighted earlier in the announcement, both H1 and the full year results will be impacted by regulatory developments across Sweden, Germany, Switzerland and the UK. This, alongside no acquisition activity, which was expected to deliver additional EBITDA in the full year results, has impacted expected performance for the year.

Accordingly, the Board now expects the Group to deliver revenues of circa US $80 million and adjusted EBITDA to be circa US $34 million, for the year ending 31 December 2019.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

*) Lower than USD 1 thousand.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

(*) less than 0.01 USD.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

NOTE 1: GENERAL

XLMEDIA PLC and its subsidiaries (The Group) are online performance marketing companies.

The Group attracts users through online marketing techniques (such as publications and advertisements) which are then directed, by the Group, to its customers in return for a share of the revenue generated by such user, a fee generated per user acquired, fixed fees or a hybrid of any of these three models.

NOTE 2: SUPPLEMENTARY INFORMATION

The Board of the Company has approved a buyback programme (the "Programme") to buy back up to USD 10 million of the Company's Ordinary shares (the "Shares").

The Programme ran from 18 December 2018 to the conclusion of the 2019 annual general meeting of the Company. At the 2019 annual general meeting another buyback programme was approved to buy back up to additional USD 10 million of the Company's Shares.

The Programmewas funded from the Company's existing cash balances and did not affect the Company's stated dividend policy of paying out at least 50 per cent of retained earnings.

During 2018 the Company acquired 492,302 Shares at a cost of USD 468 thousand.

In the reporting period the Company acquired 12,211,138 Shares in total amount of USD 9,653 thousand. Subsequent to the reporting period the Company acquired 845,303 Shares in total amount of USD 716 thousands.

On 16 July, 2019 the Company ceased the buyback programme and published a tender offer, which was accepted on 16 August 2019 and following the Company purchased 19,675,000 Shares at 80 pence per share and at a cost of USD 20,034 thousand including transaction expenses.

NOTE 3:- DISCONTINUED OPERATIONS

a. In February, 2019, the Company's Board of directors decided to reduce certain parts of its Media activities (comprising one CGU) which have lower profit margins. Subsequent to the reporting period, in August 2019, the Company completed the sale of Webpals Mobile Ltd ("Mobile") which is a substantial component of the CGU. Under the terms of the agreement Mobile repaid USD 1.9 million of inter-company balances to the Group on completion. The repayment amount is subject to further adjustments. The gain deriving from the sale will be in the range of USD 1-1.6 million.

Prior to the classification of the CGU as a disposal group, the recoverable amount of the sold assets was calculated as fair value less expected selling costs, and based on that the Group recorded in 2018, a write down loss in the amount of USD 9,938 thousand.

NOTE 3: DISCONTINUED OPERATIONS (Cont.)

b. Below are the main groups of assets and liabilities classified as held for sale:

c. Below is data of the operating results attributed to the discontinued operation:

NOTE 3: DISCONTINUED OPERATIONS (Cont.)

d. Below is data of the net cash flows provided by (used in) the discontinued operation:

NOTE 4: OPERATING SEGMENTS

The operating segments are identified on the basis of information that is reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated and assess its performance.

As of 30 June, 2019 the main part of the Group's Media activities were classified as discontinued activity and other Media activities were integrated to the Publishing segment activities. The Group now has one operating segment - Publishing, which consists the operation of over 2,300 owned informational websites in 18 languages. These websites refer potential customers to online businesses. The sites' content, written by professional writers, is designed to attract online traffic which the Group then directs to its customers online businesses.

NOTE 5: OTHER INFORMATION

Revenues classified by geographical areas based on internet user location:

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